Terms and Conditions
Last Updated: 27.11.2025
1. Introduction & Definitions
1.1 These General Terms and Conditions ("Terms") constitute a legally binding agreement between the customer ("Customer") and CVFY GmbH, located at Tösstalstrasse 11, 8483 Kollbrunn ("Provider", "we", "us"). These Terms govern the access to and use of our software, applications ("App"), and related services, whether provided directly by CVFY GmbH, through a Partner or Distributor, via an affiliate, or through official Microsoft distribution channels such as the Teams Store or AppSource.
1.2 If the Customer purchases licenses through an authorized Distributor or Partner of the Provider, all matters regarding invoicing, account management, and support will be handled by that Distributor or Partner. Such obligations are subject to the specific agreements between the Customer and the Distributor or Partner.
1.3 These Terms become effective immediately upon the installation or use of any software solutions provided by CVFY GmbH (collectively, the "Product").
1.4 All related services, software, and installations, including Enterprise Applications and Azure Components, are considered integral parts of the Product, provided they are supplied by CVFY GmbH and used in accordance with our installation and configuration guidelines.
1.5 Specific products or services offered by CVFY GmbH may be subject to additional terms ("Product Terms"). These Product Terms complement and, where necessary, modify these General Terms to cover specific features or requirements of the respective product or service.
1.6 For Customers utilizing such products, the relevant Product Terms become a binding part of the Agreement. In case of any discrepancy between these General Terms and the Product Terms, the Product Terms shall take precedence regarding that specific product, while the remaining General Terms continue to apply.
1.7 A valid license from CVFY GmbH is required to use the Products. This License ("License") may be obtained directly from CVFY GmbH or through its official distributors or partners. License types are defined in Section 4.
1.8 The Agreement ("Agreement") between the Parties consists of these Terms, any applicable Order or offer, the Data Processing Agreement, the Privacy Policy, and any Product Specific Terms.
2. Scope and Parties
2.1 This Agreement is entered into by the Provider and the Customer. These Terms apply as soon as the Customer (or any of its Users) installs or uses the Products or Services, regardless of the method of procurement. Unless explicitly stated otherwise, these Terms also cover trial or demo versions. Acceptance of these Terms is confirmed upon installation of the Product in the Customer's Microsoft 365 environment (via User-Consent or Admin-Consent).
2.2 A valid license is mandatory for using the Product. Available license types include Free, Trial, and Paid, as detailed in Section 4. Further definitions may be found in the Product-Specific Terms, which override these General Terms if there is a conflict.
2.3 These Terms also cover Previews, including beta or pre-release features. However, the Provider assumes no liability or obligation for such features. No warranties, support, or service levels apply to Previews. Security and compliance standards may be lower, and Customers are advised not to process personal data using Previews. Use is entirely at the Customer's own risk on an "as is" basis.
2.4 These Terms remain applicable even if a distributor intermediates the relationship or if the Customer contracts with a distributor for related services. In the event of a conflict between this Agreement and a contract with a distributor, this Agreement shall prevail.
2.5 The Provider is not bound by any of the Customer's own terms and conditions unless explicitly agreed to in writing. Any deviations from these Terms require the Provider's prior written consent. The Customer must also comply with Microsoft's terms and conditions regarding the use of Microsoft products and services.
2.6 Written agreements signed by both parties may extend or override these Terms. Such agreements must explicitly reference these Terms and identify the specific provisions being superseded. However, industry or federal standards referenced in a written contract may take precedence or coexist with these Terms, as defined in a separate agreement or by applicable law.
2.7 The Customer assumes full responsibility for all activities related to the Product carried out by its Users. The Customer must immediately notify the Provider of any unauthorized use or security breaches by emailing security@impliancy.com.
2.8 These Terms apply to all Users. The Customer is liable for any use of the Product by authorized Users and for any activity originating from the Customer's network, account, or tenant.
2.9 The Product is intended for use by entities and individuals with the legal capacity to enter into binding contracts and who are not prohibited from receiving services under applicable laws. The Provider accepts no liability for any violation of this condition.
3. Product and Services of the Provider
3.1 Upon conclusion of the Agreement, the Provider agrees to supply the Product and Services as specified in these Terms and the Order. The Provider is not obligated to provide features or services not explicitly listed in these Terms or the Order unless agreed upon in writing. If the Terms and the Order conflict, the Order takes precedence.
3.2 The Product and Services may incorporate third-party components, particularly from Microsoft. These are provided "AS IS" without warranty, subject to their own license terms. The Provider has no control over these third-party products and is not responsible for their modification or discontinuation. The Provider may employ third parties to deliver the Product and Services and will notify the Customer of significant changes to third-party components.
3.3 Third-party services may be modified, disabled, or replaced at the Provider's discretion only if such changes significantly affect the Provider's obligations.
3.4 The Customer must possess the necessary Microsoft licenses to host the Product on Microsoft Azure.
3.5 The core components of the Product are web applications accessible via browser or app after onboarding (see https://docs.impliancy.com), without requiring local installation. Data hosting follows the Product Terms and Section 19: Administrator data is hosted on the Provider's Microsoft 365 tenant, while data generated by Microsoft Tools (e.g., end-user data) resides on the Customer's tenant.
3.6 Unless otherwise specified (e.g., in Sections 5.5, 8.6, 10, and 11.3), the Provider does not offer free support, maintenance, or customizations. Additional support is available for a fee. Consulting and training services require a separate agreement.
3.7 The Provider reserves the right to suspend Product access if the Customer's systems behave abnormally, threatening the security, integrity, or availability of the Provider's or others' systems and data. This right applies even if such a threat is merely suspected based on reasonable grounds.
4. Offer / Order / Licenses
4.1 The Provider may offer a time-limited Trial License for free evaluation of the Product. The Trial Period starts upon download and activation. It does not constitute a formal Order. All Terms apply during the Trial Period, except those regarding fees and termination.
4.2 A Free License may be offered indefinitely. The Provider offers no warranty or support for Products used under a Free License.
4.3 To continue using the Product after a Trial or to upgrade a Free License, the Customer must place an Order and enter into a License Agreement. By doing so, the Customer agrees to pay the applicable License Fees.
4.4 The Provider may reject or alter informal Orders, Trial Licenses, or Free Licenses at any time without notice.
4.5 There is no obligation to purchase the Product after the Trial Period. However, continued use without a valid Order or License Agreement is strictly prohibited and may lead to service termination.
5. Fees and Terms of Payment
5.1 Fees and payment terms are defined in the Order or License Agreement. Typically, this includes a License Fee for Product use and a fee for Services.
5.2 Prices exclude taxes, duties, and levies. The Customer is responsible for all such charges, except for taxes based on the Provider's income or assets.
5.3 Invoices are payable within thirty (30) days. Late payments constitute default without further notice. Disputed amounts must be notified within the payment period, while undisputed amounts remain payable. The Provider may suspend services if payment is overdue by more than ten (10) days after notice.
5.4 Unless stated otherwise, License Fees are invoiced annually. Fees are generally based on the Customer's Microsoft 365 license count, though exceptions may be made in the Order (e.g., for large numbers of F-licenses or student licenses).
5.5 The License Fee covers support for defects under the Limited Warranty (Section 8). Additional support, customization, or consulting is billed separately, typically at EUR 200/hour unless agreed otherwise. The Provider will notify the Customer of additional costs in advance where possible.
5.6 The Provider may adjust License Fees based on market conditions. Changes apply upon subscription renewal and will be communicated at least three (3) months in advance. The Customer may terminate the subscription if they disagree with the adjustment. Service fee changes require thirty (30) days' notice.
5.7 The Customer must notify the Provider if their license count exceeds the basis for the License Fee by more than 20%. The Provider may increase the fee accordingly. If the Customer rejects the increase and terminates, they must pay a pro-rated increase for the period of excess use. Increases below 20% will be adjusted at the next renewal.
5.8 Payments may not be withheld or set off against claims against the Provider.
6. Installation and Testing
6.1 To use the Product, the Customer must follow the instructions on the Product Documentation Page (https://docs.impliancy.com) and grant the necessary permissions.
6.2 The Customer has fourteen (14) days from installation to test the Product. Defects must be reported in writing. The Provider will fix material defects, after which a new test is conducted. If defects persist and cannot be fixed promptly, the Customer may withdraw from the Agreement immediately.
6.3 Acceptance occurs upon the earlier of: (a) expiration of the test period without reported defects; (b) resolution of reported defects; or (c) productive use of the Product. Testing use does not constitute acceptance.
6.4 The remedies in Section 6.3 are exclusive for defects during the Testing Period. The Limited Warranty (Section 8.1) does not cover defects the Customer should have found during testing. Later defects may be fixed at the Provider's discretion for a fee.
7. General Responsibilities of the Customer
7.1 The Customer is responsible for its own infrastructure and internet connection required to access the Product.
7.2 The Customer manages its Microsoft 365 environment, including licenses and security configuration. Defects caused by misconfiguration of Microsoft services are not covered by the Provider's warranty.
7.3 The Customer must perform all necessary setup tasks (e.g., granting permissions) as instructed.
7.4 The Customer must scan all data for viruses before transmission to the Provider.
7.5 The Customer ensures its use of the Product and third-party tools complies with all laws and third-party rights.
7.6 If unlawful use is suspected, the Provider may investigate. The Customer agrees to cooperate, including providing evidence or allowing audits.
7.7 The Customer must comply with all applicable laws and maintain necessary permits and licenses.
7.8 The Customer (or Partner) must provide and maintain accurate contact details for Technical, Sales, Security, and Data Protection contacts to facilitate communication.
8. Limited Warranty / Warranty of Title
8.1 While systems are not error-free, the Provider warrants for three (3) months from acceptance and during the Term that: (a) the Product meets the specifications in the Order and the Service Level (Section 11); and (b) the unmodified Product does not infringe third-party intellectual property rights or constitute unfair competition.
8.2 Except for this Limited Warranty, the Product and Services are provided without any other warranties, express or implied, including merchantability or fitness for a particular purpose.
8.3 Liability for breach of warranty applies only if: (a) the Customer reports the defect within five (5) business days of discovery; (b) the Provider is given the opportunity to examine the Product; and (c) the defect is verified.
8.4 Warranty is void if: (a) the Customer continues using the defective Product; (b) the defect results from failure to follow instructions; or (c) the Customer modifies the Product without consent.
8.5 Compatibility with non-Microsoft 365 third-party software is not guaranteed.
8.6 For valid warranty claims, the Provider will, at its option: (a) repair the defect (potentially via a workaround); or (b) refund the pro-rated price.
8.7 In case of IP infringement, the Provider may obtain usage rights, replace, or modify the Product. If these options are not feasible within thirty (30) days, the Provider will refund the License Fee for the current year, less a usage charge.
8.8 The Customer must promptly notify the Provider of IP claims and grant the Provider authority to defend and settle such claims. The Customer shall assist in the defense.
8.9 Sections 8.6 and 8.7 state the Customer's sole remedies for warranty breaches.
8.10 Statutory warranty rights that cannot be excluded remain unaffected.
9. License and Intellectual Property Rights
9.1 The Provider retains all rights to the Product and associated materials.
9.2 The Customer receives a non-exclusive, non-transferable license to use the Product for the Term, limited to the agreed number of Users.
9.3 Different license terms must be agreed upon in writing.
9.4 No other rights are granted by implication. The Customer does not acquire ownership of the Product.
9.5 Feedback provided by the Customer becomes the property of the Provider. If assignment is not possible, the Customer grants the Provider a broad, perpetual license to use such feedback.
9.6 The Customer may not: (a) copy or modify the Product; (b) distribute or sublicense it; (c) reverse engineer it; (d) remove proprietary notices; or (e) use it illegally. The Customer is responsible for User compliance.
9.7 The Customer is responsible for data backups. The Provider is not liable for data loss, subject to the DPA.
9.8 Customer data remains the property of the Customer.
10. Updates and Changes
10.1 The Provider may release updates, fixes, or upgrades ("Revisions") at its discretion, potentially automatically.
10.2 Revisions may be published on the Documentation Page. Customers must accept Revisions as they are deployed globally.
10.3 Revisions may be deployed to test instances first where appropriate.
10.4 "Product" includes all Revisions. Revisions are governed by these Terms unless a separate license accompanies them.
10.5 Custom development is not included unless specified in the Documentation Page and purchased.
11. Service Level
11.1 The Provider aims for 99.9% monthly availability (24/7). Availability is calculated as: (Total Minutes - Downtime) / Total Minutes.
11.2 Failure to meet this level results in a 10% refund of the annual fee for every 2% of downtime below the target, capped at 30% per year. Repeated failure allows the Customer to terminate immediately.
11.3 Downtime means total unavailability. Feature-specific issues are not downtime. Exclusions include force majeure, third-party (Microsoft) failures, and scheduled maintenance.
11.4 Scheduled maintenance (announced 1 month ahead) is not downtime. Urgent maintenance may occur with shorter notice.
11.5 The Customer must report downtime immediately with evidence. The Provider will verify compliance upon request.
12. Term and Termination
12.1 The Term is defined in the Order and renews automatically for one-year periods unless terminated with three (3) months' notice.
12.2 If no term is defined, the agreement runs for twelve (12) months, renewable, with a three (3) month termination notice.
12.3 Access is granted for the paid Term.
12.4 Either party may terminate for cause with thirty (30) days' notice. Cause includes unlawful use, IP infringement, or non-payment. No refunds are given for termination for cause.
12.5 The Provider may terminate if essential third-party services (e.g., Microsoft) change significantly. In this case, pro-rated fees are refunded.
12.6 Termination ends access. The Customer must export data before termination. The Provider is not obligated to store data post-termination. Assistance with data export is billable.
12.7 Trial and Free licenses may be terminated by the Provider at any time.
13. Force Majeure
13.1 The Provider is not liable for failure to perform due to unforeseen events beyond its control (e.g., disasters, strikes, pandemics, technical failures). If such an event lasts over twenty (20) days, the Customer may terminate the Agreement.
14. Liability
14.1 To the extent permitted by law, the Provider excludes liability for indirect, incidental, or consequential damages, including data or profit loss.
14.2 The Provider's total liability is limited to the fees paid by the Customer in the twelve (12) months preceding the claim.
14.3 These limitations do not apply to gross negligence, willful misconduct, or data protection breaches.
15. Indemnification
15.1 The Customer agrees to indemnify and defend the Provider against claims, damages, and costs arising from: (a) Customer/User actions; (b) breach of Agreement; (c) legal violations; (d) third-party rights violations; (e) processed data; (f) User disputes; or (g) data breaches related to Customer processing.
16. Data Protection
16.1 Personal data is processed per the Privacy Policy (Appendix 1) and DPA (Appendix 2).
16.2 The Customer confirms it has informed data subjects (Users) and obtained necessary consents for data processing. The Customer must provide evidence of this upon request.
17. Confidentiality
17.1 Confidential Information shared by the Provider must be kept secret and used only for the Agreement. It must be returned upon termination. This excludes public information or information known prior to disclosure.
17.2 Parties may use acquired know-how freely.
17.3 The Provider may reference the Customer as a client unless the Customer objects in writing.
18. Miscellaneous
18.1 Waivers must be in writing.
18.2 The Agreement benefits only the parties and their successors.
18.3 Notices must be in writing (courier, mail, or email).
18.4 Terms may be updated. Material changes will be notified. Continued use implies acceptance.
18.5 Invalid provisions will be replaced by valid ones reflecting the original intent. The rest of the Agreement remains in force.
18.6 Assignment requires consent, except for affiliate transfers or M&A.
18.7 Swiss law applies, excluding conflict of laws and CISG.
18.8 Exclusive jurisdiction is Zug, Switzerland. The Provider may also sue at the Customer's location.
19. Annexes
The following appendices are integral parts of this Agreement:
- Appendix 1: General Privacy Policy
- Appendix 2: Data Processing Agreement (DPA)
Current versions are available at:
